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Like many long-running movies franchises, the X-Men series was beginning to feel a little stale.

Perhaps, sensing the same need for creative revival, an origins story featuring Wolverine (Hugh Jackman) showed up in 2009. But aside from the sheer scariness of those magnificent claws, the story simply lacked spark. If anything, Wolverineonly helped Ryan Reynolds’ future superhero prospects. Thanks to a standout performance as the film’s resident baddie, not to mention the fruits of spending many, many hours at the gym, Reynolds landed his own Deadpool spin-off, which is slated for release in 2014.

But as the old adage goes, good things come to those who wait, and X-Men: First Class is definitely a huge step in a promising new direction. It’s not Dark Knightgood, mind you, but when compared to the snoozefest that was 2006’s X-Men: The Last Stand, it’s downright revolutionary. In fact, several scenes even recall X-Men’s glory days, back when Bryan Singer (Valkyrie) was in director’s chair.

Beyond the inspired execution of British writer/director Matthew Vaughn (Kick As-), some of First Class’ genius lies in the casting, particularly of James McAvoy (Gnomeo & Juliet) as the future Professor X, a.k.a. Charles Xavier. The goody two shoes yin to Erik, the future Magneto’s (Michael Fassbender, Jane Eyre) revenge-driven yang, Xavier longs for peace and tranquility in a world that’s anything but. Still, he doesn’t mind using his telepathic powers for selfish gain every once in a while, namely hitting on the ladies at the local watering hole—one of the script’s comedic highlights.

Meanwhile, it’s also uncovered what makes Erik’s extraordinary talents kick in for good. After fellow mutant Sebastian Shaw (an amusingly evil Kevin Bacon), the leader of the Hellfire club, murders his mother right in front of him, the concentration camp survivor’s anger unleashes a fury Magneto never knew he possessed. Determined to inflict some serious pain on Shaw, who moonlights as a Nazi manipulator, Magneto ultimately believes that revenge will help soothe the wounds from losing his mother.

Fast forwarding several years, Professor X and Magneto eventually meet because they share that common enemy, Shaw, who’s also been recruiting mutants for less than noble causes. It’s here where the rest of the motley crew comes together, too, and we’re introduced to the young Mystique (a standout Jennifer Lawrence, Winter’s Bone), Emma Frost (January Jones, Unknown), Angel Salvadore (Zoe Kravitz, It’s Kind of a Funny Story), the delightfully nerdy Beast (Nicholas Hoult, The Weather Man) and Darwin (Edi Gathegi, New Moon).

What happens next is the stuff of great summer popcorn movies. Filled with plenty of madcap action, state-of-the-art special effects, flirty romance and even a fun play on history where the Bay of Pigs invasion is reimagined as a thrilling mutant showdown, X Men: First Class is an opportunity to sit back, suspend your disbelief and enjoy the early journeys of these beloved characters.

And unlike the bulk of summer movies (yes, that’s you Pirates of the Caribbean: On Stranger Tides), First Class doesn’t bother with the often-overrated 3-D format. As anyone watching will see, there’s plenty of magic left in plain ol’ 2-D, and the filmmakers here make the most of the opportunity—no silly glasses required.

For anyone who happens to be new to the party, X-Men: First Class isn’t a bad place to start either. While all the winks and nudges to previous X-Men outings, not to mention the significance of the scene-stealing cameos, won’t make much sense to newcomers, it still shouldn’t be a deal-breaker. After all, when a movie’s this fun, understanding the intricacies of the plot isn’t essential. Really, it’s just a bonus.

CAUTIONS:

Drugs/Alcohol: Some social drinking and cigarette smoking.

Language/Profanity: One use of the “f” word, plus instances where the Lord’s name is taken in vain and paired with da--.

Sex/Nudity: Seduction of high-ranking officials at an exotic dance club where women just wear lingerie. Discussion of private lap dances. Erik would only consider sex with Mystique when she’s older. Some kissing. When shifting into mutant form, we see Mystique in blue body paint that leaves little to the imagination. There are also some naked female mannequins that are used for target practice.

Violence: The mutants’ gifts often wreck havoc on their surroundings—explosions, broken glass, random fires popping up—are all typical happenings in the X-Men universe. As expected, there are also several instances of comic book-style combat. It’s mostly bloodless, but still intense for younger viewers. Erik’s mother is murdered by gunfire right in front of him, which unleashes his gifts.